Unpaid Pre-Closing Taxes means any and all (a) Taxes of any Company Group Member relating or attributable to any Pre-Closing Tax Period (including, for the avoidance of doubt, any such Taxes that are deferred to a taxable period (or portion thereof) beginning after the Closing Date pursuant to Pandemic Response Laws or Sections 451(c) or 481 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Applicable Law), (b) Taxes of any member of an affiliated, consolidated, combined, unitary, or similar group (including any arrangement for group or consortium relief or similar arrangement) of which any Company Group Member (or any predecessor of such Company Group Member) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any corresponding or similar provision of state, local, or non-U.S. Applicable Law), (c) Taxes of any Person imposed on any Company Group Member as a transferee or successor, by Contract, by operation of Applicable Law, or otherwise, which Taxes relate to an event or transaction occurring before the Closing, and (d) Taxes relating or attributable to the Transactions, including Transaction Payroll Taxes, withholding Taxes, and Transfer Taxes. For purposes of clause (a), in the case of Taxes based on income, sales, proceeds, profits, receipts, wages, compensation, or similar items and all other Taxes that are not imposed on a periodic basis, the amount of such Taxes through the Closing Date for a Straddle Period shall be deemed to be the amount that would be payable if the taxable period ended at the end of the day on the Closing Date based on an interim closing of the books as of the end of such day, except that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions, other than with respect to property placed in service after the Closing) shall be allocated on a per diem basis; and in the case of any other Taxes that are imposed on a periodic basis for a Straddle Period, the amount of such Taxes through the Closing Date shall be the amount of such Taxes for such taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding taxable period) multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of such taxable period up to and including the Closing Date and the denominator of which shall be...
Unpaid Pre-Closing Taxes means all Pre-Closing Taxes that are not yet paid (including such Taxes that are accrued but not yet due and payable) as of the Closing Date and are not paid by the Company prior to the Closing.
Unpaid Pre-Closing Taxes means any Liability for any Tax of or owed by any Target Company in respect of any Pre-Closing Period, regardless of whether such amount is yet to become due and payable.
Examples of Unpaid Pre-Closing Taxes in a sentence
For purposes of this Section 7.6(f), any deferred Taxes described in clause (iii) of Pre-Closing Taxes that are included in Unpaid Pre-Closing Taxes but are determined pursuant to applicable Law not to be required to be paid or are subsequently refunded, in each case, prior to or on the Adjustment End Date will be treated as a Pre-Closing Tax Refund.
Absent fraud or manifest error, the Estimated Closing Indebtedness, the Estimated Closing Cash, the Estimated Unpaid Transaction Expenses, the Estimated Unpaid Pre-Closing Taxes and the Estimated Closing Net Working Capital Adjustment set forth on the Closing Statement shall be used for purposes of calculating the Base Consideration Value.
Any Tax Returns with respect thereto shall be prepared and filed by the party required by Law to file such Tax Returns and the non-filing party shall promptly remit its share of any Transfer Taxes to the filing party upon written notice to the extent not included in Unpaid Pre-Closing Taxes in case Acquiror is the filing party.
Not later than five days prior to the due date for payment of Taxes with respect to any Return for a Straddle Period, Seller shall pay to Parent any such Taxes with respect to such Return as determined in accordance with this Agreement that are Unpaid Pre-Closing Taxes or in Parent’s sole discretion such Taxes shall be distributed to Parent by the Escrow Agent from the Escrow Amount upon the written instructions of Parent.
For purposes of calculating Unpaid Pre-Closing Taxes, Buyer and Seller agree that all Transaction Tax Deductions will be treated as properly allocable to the Pre-Closing Tax Period to the extent permitted by a “more likely than not” standard under Applicable Law.
More Definitions of Unpaid Pre-Closing Taxes
Unpaid Pre-Closing Taxes means any Liability for Taxes of or attributable to the Company or any Company Subsidiary relating or attributable to a Pre-Closing Tax Period that are not paid as of the Closing Date; provided, that the amount of such Taxes relating to or attributable to the Pre-Closing Tax Period of any Straddle Period shall be determined by applying the principles set forth in Section 4.7(d).
Unpaid Pre-Closing Taxes means all Pre-Closing Taxes that accrue by and remain unpaid as of the end of the Closing Date; provided that, for the avoidance of doubt, such Pre-Closing Taxes shall not be included in the definition of Indebtedness to the extent they include any Taxes that relate to Pre-Closing Sales Tax Filings or any other Taxes described on Schedule A-7.
Unpaid Pre-Closing Taxes means, (a) any Taxes of the Company relating or attributable to any Pre-Closing Tax Period that are not yet paid (including such Taxes that are not yet due and payable) as of the Closing Date (including Deferred Payroll Taxes), (b) any Taxes of a Person other than the Company for which the Company (or any predecessor of the Company) is liable (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Tax Law) as a result of having been a member of an affiliated, consolidated, combined, unitary or similar group (including any arrangement for group or consortium relief or similar arrangement) before the Closing or (ii) as a result of an express or implied obligation to indemnify such Person, as a transferee or successor, by Contract, by operation of Law or otherwise as a result of an event or transaction occurring before the Closing, and (c) any Taxes attributable to the transactions contemplated by this Agreement, including, without limitation,Transfer Taxes (other than Transfer Taxes borne by Parent pursuant to Section 1.1(d)). For purpose of clarity, Unpaid Pre-Closing Taxes shall not include (x) any Transaction Payroll Taxes, (y) any Excluded Taxes, or (z) any Transfer Taxes borne by Parent pursuant to Section 1.1(d). Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
Unpaid Pre-Closing Taxes means any Taxes of the Company or the Surviving Entity relating or attributable to any Tax period or portion thereof through the Closing Date that are not paid as of the Closing Date (provided, however, that it also shall include interest imposed upon any such Taxes of the Company or the Surviving Entity that accrues after the Closing Date), including such Taxes that are not yet due and payable, and including any employment or payroll taxes with respect to any bonuses, severance, option cashouts or other compensatory payments in connection with the transactions contemplated in this Agreement, whether payable by Parent, Seller, the Company or the Surviving Entity, that (other than in the case of interest) have accrued as of (and including) the Closing Date. For this purpose, Taxes with respect to any Straddle Period shall be allocated in accordance with Section 6.2(b).
Unpaid Pre-Closing Taxes means Taxes of the Company and its Subsidiaries for any taxable period (or portion thereof) of the Company or any Subsidiary that ends prior to or on (and including) the Closing Date that have not been paid as of the Closing (including such Taxes that are not yet due and payable, but excluding any Taxes arising from any extraordinary actions taken by Parent after the Closing on the Closing Date, other than actions pursuant to this Agreement and any Related Agreement in connection with the transactions contemplated by this Agreement, and excluding any amounts paid with respect to estimated Taxes), including Transaction Payroll Taxes that have not been paid as of the Closing, but excluding Unpaid Sales Taxes.
Unpaid Pre-Closing Taxes means an amount equal to the aggregate Liability for unpaid Taxes of the Company and the Company Entities for a Pre-Closing Tax Period, including, for the avoidance of doubt, Transaction Payroll Taxes. The calculation of Unpaid Pre-Closing Taxes shall (i) not be expressed as a negative number in the aggregate or be computed by reference to a negative number in respect of any jurisdiction or Tax Return, (ii) exclude any deferred Tax Liabilities or deferred Tax assets, (iii) be computed in accordance with the past practice of the Company and the Company Entities, to the extent applicable, (iv) consider estimated (or other prepaid) Tax payments made prior to the Closing, but only to the extent that such payments have the effect of reducing (not below zero) the particular current Tax Liability in respect of which such payments were made, (v) take into account all Transaction Tax Deductions to the extent deductible in a Pre-Closing Tax Period under applicable Law, (vi) exclude any Taxes with respect to transactions occurring outside the ordinary course of business on the Closing Date after the Closing and any Taxes attributable to any financing arrangements entered into by or at the direction of Acquiror or its Affiliates either before or after the Closing, and (vii) exclude any liabilities for accruals or reserves established or required to be established under HK GAAP or Taiwan GAAP that require the accrual for contingent income Taxes or with respect to uncertain Tax positions; provided, however that, for the avoidance of doubt, Specified Tax Matters shall be excluded from the foregoing calculation of Unpaid Pre-Closing Taxes only to the extent the calculation of Specified Tax Matters is not consistent with the past practice of the Company and the Company Entities.
Unpaid Pre-Closing Taxes means unpaid income Tax liabilities of a Company for any Pre-Closing Tax Period (determined, in the case of a Straddle Period, in accordance with Section 9.1(e) and (f)), provided that, such amounts shall: (i) not be an amount less than zero ($0), (ii) be reduced by any claimed income Tax refunds for any Pre-Closing Tax Period not yet received as of immediately prior to the Closing, (iii) be calculated taking into account estimated Tax payments, overpayments of Tax or other Tax assets in the same jurisdiction as the relevant Tax liability and that are available to actually reduce such Tax liability for such taxable period as a matter of applicable Law (provided that for the avoidance of doubt, the amount for each jurisdiction shall not be reduced below zero ($0)), (iv) be determined without regard to any action of Purchaser or its Affiliates (including the Companies) outside the ordinary course of business taken on the Closing Date following the Closing except as specifically contemplated by this Agreement, (v) be determined consistent with the past practice of the Companies, (vi) not include any Taxes of the Seller or the Seller Consolidated Group, and (vii) not include any contingent or deferred Taxes.